Loading...
HomeMy WebLinkAboutContract 46384 CITY SEC " CONTRACT . - AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CHRISTOPHER BLAY FOR PRELIMINARY DESIGN OF PUBLIC ART FOR EAST ROSEDALE STREET (I-35 -HWY287) This Agreement is entered into thisday of ' '" ; 2015,. by and between the City of Fort Worth, a home-rule municipal corporation of tt/ State of Texas, acting by and through its duly authorized Assistant City Manager, and Christopher Blay, an individual residing at 1115 Hawthorne Avenue, Fort Worth, Texas, 76110. City has designated the Arts Council of Fort Worth and Tarrant County, Inc., to manage this Agreement on its behalf. The Contract Manager shall act through its designated Public Art project manager. WHEREAS, pursuant to Chapter 2, Sections 2-56 through 2-61 of the Fort Worth Code of Ordinances, the Fort Worth Public Art Program's goals are to create an enhanced visual environment for Fort Worth residents,to commemorate the City's rich cultural and ethnic diversity,to integrate the design work of artists into the development of the City's capital infrastructure improvements, and to promote tourism and economic vitality in the City through the artistic design of public spaces; WHEREAS, the City of Fort Worth is designing and constructing improvements on East Rosedale Street from Interstate 35W to Highway 287; WHEREAS, the 2004 Capital Improvement Program includes funds for improvements on East Rosedale Street from I35W to US 287; WHEREAS, funding for a public art project at the Site was included in the Public Art Plan for the 2004 Capital Improvement Program, adopted by the Fort Worth City Council on May 17, 2005 (M&C G-14801); WHEREAS, the Project was included in the Fiscal Year 2015 Annual Work Plan and Budget, adopted by the Fort Worth City Council on October 14, 2014, (M&C C-27031) as part of the City's agreement with the Contract Manager for administration of the public all program; WHEREAS, Artist was selected through a competitive process conducted by the Contract Manager and overseen by the Fort Worth Art Commission("FWAC")to design artwork for the Site; WHEREAS, City and Artist wish to set out the terms and conditions under which said Work shall be designed to promote the integrity of Artist's ideas and statements as represented by the Work. ii NOW, THEREFORE, City and Artist for and in consideration of the covenants and agreements hereinafter set forth,the sufficiency of which is hereby acknowledged, agree as follows: F I V , f Ry RE JN Agreement with Christopher Blay`for " 1"tom ins Design of Public Art for East Rosedale Street 1 of 19 Execution Copy 1/8/15 Design Deliverables. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. b. Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the Work, subject to review and input from Project Stakeholders and approval by City as set forth in this Agreement. C. Prior to commencing the Preliminary Design, Artist shall meet with and seek input from Project Stakeholders and community members at a minimum of two meetings. d. The location at the Site where the Work shall be installed shall be mutually agreed upon by City and Artist. e. Artist, upon request of Contract Manager, shall provide information and/or attend meetings with appropriate City staff for purposes of risk assessment, safety review, sighting of the Work, and permitting. f. Artist shall explore concepts for the Work, within the preliminary implementation budget set forth in Article 2.3. g. Artist shall explore the feasibility of working with local youth and community members in development and possible implementation of the Work. h. Artist shall meet and coordinate with City staff and others, as necessary,to explore the feasibility of integrating the Work into the Site in terms of structural support, lighting, electricity, or other infrastructure needs to support the Work. i. Artist shall present the Preliminary Design to Project Stakeholders and the appropriate City staff at dates and times mutually agreed upon and other City boards or commissions, as appropriate, for input and to the FWAC for review and subsequent approval determination at regularly scheduled meetings. 2.2. City Assistance. Upon request by Artist, City shall promptly furnish all information and materials required by Artist to the extent that such materials are available. City, upon request by Artist, shall also provide correct scaled drawings of the Site, if available. 2.3. Preliminary Design Deliverables. a. Within six (6) months after the Effective Date, Artist shall provide services and all supplies, materials, and equipment necessary to provide certain deliverables, as set forth in this Article 2.3 to City for approval. Preliminary Design Deliverables shall consist of the following: L Two preliminary design illustrations showing the proposed Work from two vantage points, including a plan view, which shall be at least 20" x 30" and mounted on foam core and/or in a high resolution digital format such as JPEG or TIF files. Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 3 of 19 Execution Copy 1/8/15 Agreement will automatically terminate, with payment to the Artist per the payment schedule in Article 3 up through the date of termination. (See Article 4.4.d) h. Upon City approval of the Preliminary Design, any revisions made to a City-approved Preliminary Design shall become part of the Preliminary Design. Artist shall incorporate any City-approved revisions into the final design in conformance with City's requirements. Any revisions shall become part of any final design deliverables if the Artist proceeds to the final design phase. Artist shall provide the Preliminary Design presentation materials to the Contract Manager to become part of the City of Fort Worth Public Art archive owned by City. These documents,models, and/or drawings will be retained for archival and exhibition purposes. L Upon the expiration of the Term (hereinafter defined) of this Agreement, if the Preliminary Design is accepted by City and funding is appropriated by the Fort Worth City Council, negotiations for final design or final design and commission for fabrication, delivery, and installation of the Work shall commence, which shall become part of the deliverable under any anticipated final design or final design/artwork commission contract. ARTICLE 3 COMPENSATION AND PAYMENT SCHEDULE 3.1. Compensation. Total compensation to Artist under the Agreement shall be TEN THOUSAND DOLLARS AND NO CENTS ($10,000.00), which shall constitute full compensation for any and all costs associated with the Agreement, including services performed and materials furnished by Artist under this Agreement. Artist and City may amend this Agreement to allow for additional payment if additional services are required. 3.2. Payment Schedule. a. City agrees to pay Artist in the following installments set forth below, each installment to represent full and final, non-refundable payment for all services and materials provided prior to the due date thereof: i. THREE THOUSAND DOLLARS AND NO CENTS ($3,000) upon execution of this Agreement. ii. TWO THOUSAND, FIVE HUNDRED DOLLARS AND NO CENTS ($2,500.00) after Artists make a presentation(s) of the Preliminary Design to the FWAC and members of the community for feedback and input. iii. THREE THOUSAND DOLLARS AND NO CENTS ($3,000.00) within thirty (30) calendar days after Artist submits all of the Preliminary Design Deliverables required under Article 2.3 of this Agreement and makes a presentation(s) of the Preliminary Design to the FWAC for approval. Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 5 of 19 Execution Copy 1/8/15 b. If the termination is for the convenience of City, City shall pay Artist pursuant to the payment provision in Article 3, and Artist shall continue to provide the City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon payment in full of all monies due for services provided up to the effective date of termination, City shall have the right, in its sole discretion, to possession and transfer of all work product produced by Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs, models, and designs, up to the effective date of termination, provided that no right to fabricate or execute the Work shall pass to City. C. If termination is for the convenience of Artist, City shall have the right, in its sole discretion, to pay Artist pursuant to the payment provision in Article 3 or require the Artist to remit to City a sum equal to all payments (if any) made to the Artist pursuant to this Agreement prior to the effective date of termination. If City chooses to pay Artist, then all work product produced by Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs, models, and designs, up to the effective date of termination shall become property of City. d. If termination is by mutual agreement of the Parties as set forth in Article 2.4,then City shall pay Artist per the payment schedule in Article 3 up through the date of termination. City shall have the right to possession and transfer of all work product produced by Artist under this Agreement, including, but not limited to, finished and unfinished drawings, sketches, photographs, models, and designs,up to the effective date of termination. 4.5. Incapacity of Artist. a. In the event of Artist's death or Artist becoming physically or legally incapacitated during the term of this Agreement, City shall have the right to terminate this Agreement on payment to Artist or Artist's successors for all work and services performed prior to death or incapacity. All work product produced by Artist, including, but not limited to, finished and unfinished drawings, sketches, photographs, models, and designs, up to the effective date of termination shall become property of City. b. Should Artist's Preliminary Design have been approved, in the event of termination under this Article 4.5, City shall have the right to complete the Work, if feasible. Due regard shall be made for Artist's intended results and proper credit and acknowledgement shall be given to Artist. ARTICLE 5 DISPUTE RESOLUTION a. If either Artist or City has a claim,dispute,or other matter in question for breach of duty,obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 7 of 19 Execution Copy 1/8/15 public services or its public purposes, regardless of whether or not a fee is charged to the public, or whether revenue is otherwise received by City,shall be deemed a non-commercial purpose. b. In view of the intention that the Artwork Design and the Work be unique, Artist shall not make any additional exact duplicate reproductions of the Artwork Design or the Work, nor shall Artist grant permission to others to do so except with the express written permission of City. However, nothing herein shall prevent Artist from creating future artworks in Artist's manner and style of artistic expression. C. Artist reserves every right available under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Artwork Design and Work, except as those rights are limited by this Agreement. City may make and disseminate photographs, drawings, and other two-dimensional reproductions of the Artwork Design and Work and accompanying materials for any municipal purpose. All reproductions by the City shall contain a credit to the Artist and a copyright notice substantially in the following form: "©date,Artist's name." d. Nothing in this Agreement shall prevent the Artist from using images of the Artwork Design and Work for marketing and promotional purposes in connection with the Artist's business. e. City is not responsible for any third-party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. 6.2 Artist's Address. Artist shall notify City of changes in Artist's address as set forth in Article 12. The failure to do so, if such failure prevents City from locating Artist, shall be deemed a waiver by Artist of the right subsequently to enforce these provisions that require the express approval of Artist. Notwithstanding this provision, City shall make every reasonable effort to locate Artist when matters arise relating to Artist's rights. ARTICLE 7 WARRANTIES OF TITLE AND COPYRIGHT a. Artist represents and warrants that: i. Artwork Design and Work shall be the original product of the Artist's sole creative efforts. ii. Artwork Design and Work are and will be unique and original, and do not infringe upon any copyright or the rights of any person; iii. Artist has not sold, assigned, transferred, licensed, granted, encumbered, or utilized the Artwork Design and Work or any copyright related thereto that may affect or impair the rights granted pursuant to this Agreement; Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 9 of 19 Execution Copy 1/8/15 CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE,OR NONPERFORMANCE OF THIS AGREEMENT. b. Artist agrees to and shall release City from any and all liability for injury, death, damage, or loss to persons or property sustained or caused by Artist in connection with or incidental to performance under this Agreement. C. Artist shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 9.2. Intellectual Property. Artist agrees to assume full responsibility for complying with all State and Federal Copyright Laws and any other regulations, including, but not limited to, the assumption of any and all responsibilities for paying royalties that are due for the use of other third party copyrighted works by Artist. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the reproduction or use of copyrighted materials by Artist without the appropriate licenses or permission being secured by Artist in advance. IT IS FURTHER AGREED THAT ARTIST SHALL RELEASE, DEFEND, INDEMNIFY,AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF CITY'S USE OR POSSESSION OF THE WORKS BY REASON OF AN ALLEGED OR ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP,AUTHORSHIP, OR ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of Artist. ARTICLE 10 EQUAL OPPORTUNITY a. Artist shall not engage in any unlawful discrimination based on race, creed, color,national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this Agreement, and Artist represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. b. In the event of Artist noncompliance with the nondiscrimination clauses of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part, and Artist may be debarred from further agreements with City. Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 11 of 19 Execution Copy 1/8/15 11.8. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality,and enforceability of the remaining provisions shall not in any way be affected or impaired. 11.9. Force Majeure. It is expressly understood and agreed by the Parties to this Agreement that, if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. 11.10. Contract Construction. The Parties acknowledge that each party and, if it so chooses, its counsel, have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 11.11. Fiscal Funding Out. If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by City to Artist of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement. 11.12. Ca tions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 11.13. Right to Audit. Artist agrees that City will have the right to audit the financial and business records of Artist that relate to the Work(collectively "Records") at any time during the Term of this Agreement and for three (3)years thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for three (3) years thereafter, the Artist shall make all Records available to the City at 1000 Throckmorton Street, Fort Worth, Texas or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 13 of 19 Execution Copy 1/8/15 Martha Peters,.Vice Tresident of Public Art t Arts Council of Fort Worth&Tarrant County 1300 Gendy Street Fort Worth,Texas 76107 2. ARTIST Christopher Blay 1115 Hawthorne Avenue Fort Worth,TX 76110 IN WITNESS HEREOF,the Parties hereto have executed this Agreement as of the Effective Date. CITY OF FORT WORTH CHRISTOPHER BLAY by. m., Fernando Costa Assistant City Manager APPROVED AS TO FORM AND LEG ,TY: Jessica San s ang Assistant City Attorney ATTESTED BY: C¢h"3 p'y r p 2 Mary J.Kay erg p City Secretary` a , m f r Contract Authorization: M&C—No M&C Required v ^�N �"��rem Ilti'4&1GvX4��tiQ'�hl��dfi "'HYmy'p; I` II i i Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 15 of 19 Execution Copy 1/8/15 Exhibit A: Site AST ROSEDALE STREET k 35W to HVVY 287 sx r tee r 7P} 2:I Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 16 of 19 Execution Copy 1/8/15 Exhibit B: Budget Form FORT WORTH PUBLIC ART PROJECT BUDGET Please complete this form and attach a signed receipt or estimate complete with per unit costs(no lump sums)for all items designated with an asterisk(').Cost increases must also have a written estimate attached. ARTIST'S FEE TRAVEL (For artists who live more than SO miles from Fort Worth) Airfare Car Rental Per Diem Expenses at S�per day Mileage at 5_per mile INSURANCE Auto/Wired Vehicle Liability General Liability for Artist/Subcontractors Worker's Comp./Employer's Liability Other,as applicable ADMINISTRATIVE EXPENSES Phone/Fax Delivery/Shipping(for correspondence,samples,models,drawings etc) Reprographic Service Supplies PROFESSIONAL CONSULTANT FEES (If applicable,drawing must be signed and seated by a professional registered to practice in the Stale of Texas) Architect' Structural Engineer' Electrical Engineer' Conservator` Photographer(for documentation of completed work)' Other' MATERIALS (Please attach a complete list of materials.Itemize all anticipated aspects and components with per unit cost estimates) Materials'Total FABRICATION COSTS (include and itemize all portions of subcontracted work and work to be completed by artist,) Artist's Labor( hours at$ ,per hour)Total Subcontracted Labor'(Total) Facility/Equipment Rental(used exclusively for this project)related to fabrication SITE PREPARATION (Do not include costs covered by FWPA,City of Fort Worth or others) Test Drilling' Removal' Landscaping/Irrigation` Electrical Modifications` Water Work/Mechanical Devices Other' (Revised May 2011) Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 17 of 19 Execution Copy 1/8/15 Exhibit C: Sales Tax Exemption w 01•339(Oaa) �, ON JRevA-WO) Texas Sales and Use Tax Exemption Certification This certificate does not require a number to be valid. Nameo ppurchaser,firm oragency City of Fort Worth Address(Shvel&number,P.O.Box or Route number) Phone(rhea code and nurnber) 1000 Throckmorton street 817-392-8325 City.State,ZIP code Fort Worth,Texas 76102 I,the purchaser named above,claim an exemption from payment of sales and use taxes(for the purchase of taxable Items described below or on the attached order or invoice)from: Seiler: All Vendors Street address: City,Stale,ZIP code: Description of items to be purchased or on the attached order or invoice: All Items Purchaser claims this exemption for the following reason: Governmental Municipality I understand that I will be liable for payment of all stale and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code and/or all applicable law. I understand that it is a criminal offense to give an exemption)certificate to Ilia seller for taxable Items that Ilfnow,at the time ofpurchase, will be used In a manner other than that expressed in this cerUf)cafe,and depending on the amount of tax evaded,the offense may range from a Class C misdemeanor to a felony of the second degree. Purchaser Title Date he e Assistant Finance Director 2/26/2014 NOTE: This certificate cannot be Issued for the purchase,lease,or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax"Exemption Numbers"or"Tax Exempt"Numbers do not exist. This certificate should be furnished to the supplier. Do aW send the completed certificate to the Comptroller of Public Accounts. Agreement with Christopher Blay for Preliminary Design of Public Art for East Rosedale Street 19 of 19 Execution Copy 1/8/15